AIG announces results, upsizes tender offer to $1.4 billion

By Mary-Katherine Stinson

Lexington, Ky., Nov. 18 – American International Group, Inc. has announced the results of its 15 separate cash tender offers to buy up to $1 billion of notes and has upsized the deal to $1.4 billion, according to a press release today.

Noteholders tendered $2,175,645,230 combined aggregate principal amount of the notes (based on exchange rates for the sterling and euro notes as defined in the offer to purchase of $1.3466 per £1.00 and $1.1318 per €1.00, respectively) were validly tendered and not withdrawn.

In addition, $213,263,000 combined aggregate principal amount of notes were tendered pursuant to the guaranteed delivery procedures.

The lifting of the maximum amount total allows AIG to fully accept 10 of the 15 notes. No tenders will be accepted from the last five series.

The offer expired at 5 p.m. ET on Nov. 17, which was also the withdrawal deadline.

The notes were originally issued by AIG, SunAmerica Inc. or Validus.

Listed by acceptance priority level, with each originally issued by AIG except where noted, the company will accept for purchase the following amounts of tendered notes:

• £16.4 million of the £59 million outstanding 5.75% series A-2 junior subordinated debentures due March 15, 2037 (Cusip: 026874BF3) have been validly tendered and will be repurchased at £975 per £1,000 note;

• €65.4 million of the €163 million outstanding 4.875% series A-3 junior subordinated debentures due March 15, 2037 (Cusip: 026874BG1) have been validly tendered and will be repurchased at €977.50 per €1,000 note;

• $386,000 of the $12 million outstanding 7.05% notes due Dec. 1, 2025 (Cusip: 86703QBJ9) issued by SunAmerica with pricing calculated using the 1.125% U.S. Treasury due Oct. 31, 2026 with no additional margin resulted in a reference yield of 1.254% for a purchase price of $1,227.26 per $1,000 note have been validly tendered and accepted for repurchase;

• $473,000 of the $8 million outstanding 7% notes due Feb. 13, 2026 (Cusip: 86703QBN0) issued by SunAmerica with pricing calculated using the 1.125% U.S. Treasury due Oct. 31, 2026 with no additional margin resulted in a reference yield of 1.254% for a purchase price of $1,236.20 per $1,000 note have been validly tendered and accepted for repurchase;

• $237,000 of the $62 million outstanding 8.125% debentures due April 28, 2023 (Cusip: 866930AB6) issued by SunAmerica with pricing calculated using the 0.375% U.S. Treasury due Oct. 31, 2023 with no additional margin resulted in a reference yield of 0.518% for a purchase price of $1,109.11 per $1,000 note have been validly tendered and accepted for repurchase;

• $36,408,000 of the $250 million outstanding 8.875% senior notes due Jan. 26, 2040 (Cusip: 91915WAB8) issued by Validus with pricing calculated using the 1.75% U.S. Treasury due Aug. 15, 2041 plus 165 basis points resulted in a reference yield of 2.073% for a purchase price of $1,676.21 per $1,000 note have been validly tendered and accepted for repurchase;

• $42.96 million of the $107 million outstanding 6.25% series A-1 junior subordinated debentures due March 15, 2037 (Cusip: 026874BE6) have been validly tendered and will be repurchased at $1,200 per $1,000 note with $247,000 being subject to guaranteed delivery procedures;

• $238,858,000 of the $438 million outstanding 8.175% series A-6 junior subordinated debentures due May 15, 2058 (Cusip: 026874BS5) have been validly tendered and will be repurchased at $1,500 per $1,000 note with $125,052,000 being subject to guaranteed delivery procedures;

• $233,344,000 of the $818 million outstanding 6.25% notes due May 1, 2036 (Cusip: 026874AZ0) with pricing calculated using the 1.25% U.S. Treasury due Aug. 15, 2031 plus 125 bps resulted in a reference yield of 1.61% for a purchase price of $1,398.93 per $1,000 note have been validly tendered and accepted for repurchase with $208,000 being subject to guaranteed delivery procedures;

• $33,706,000 of the $177 million outstanding 6.82% notes due Nov. 15, 2037 (Cusip: 026874CW5) with pricing calculated using the 1.75% U.S. Treasury due Aug. 15, 2041 plus 130 bps resulted in a reference yield of 2.073% for a purchase price of $1,423.30 per $1,000 note have been validly tendered and accepted for repurchase with $205,000 being subject to guaranteed delivery;

• $376,565,000 of the $750 million outstanding 4.2% notes due April 1, 2028 (Cusip: 026874DK0) with pricing calculated using the 1.25% U.S. Treasury due Aug. 15, 2031 plus 25 bps resulted in a reference yield of 1.61% for a purchase price of $1,134.70 per $1,000 note with $8,003,000 being subject to guaranteed delivery procedures have been tendered but not accepted for repurchase;

• $327,409,00 of the $600 million outstanding 4.25% notes due March 15, 2029 (Cusip: 026874DN4) with pricing calculated using the 1.25% U.S. Treasury due Aug. 15, 2031 plus 45 bps resulted in a reference yield of 1.61% for a purchase price of $1,143.44 per $1,000 note with $78,489,000 being subject to guaranteed delivery procedures have been tendered but not accepted for repurchase;

• £175,950,000 of the £500 million outstanding 5% notes due April 26, 2023 (ISIN: XS0252367775) with pricing calculated using the 0.125% U.K. Treasury due Jan. 31, 2023 plus 35 bps resulted in a reference yield of 0.455% for a purchase price of £1,059.45 per £1,000 note have been tendered but not accepted for repurchase;

• $139,095,000 of the $500 million outstanding 4.7% notes due July 10, 2035 (Cusip: 026874DE4) with pricing calculated using the 1.25% U.S. Treasury due Aug. 15, 2031 plus 120 bps resulted in a reference yield of 1.61% for a purchase price of $1,206.45 per $1,000 note have been tendered but not accepted for repurchase, and

• $413,166,000 of the $1 billion outstanding 4.125% notes due Feb. 15, 2024 (Cusip: 026874CY1) with pricing calculated using the 0.625% U.S. Treasury due Oct. 15, 2024 plus 15 bps resulted in a reference yield of 0.829% for a purchase price of $1,069.49 per $1,000 note with $1,059,000 being subject to guaranteed delivery procedures have been tendered but not accepted for repurchase.

Interest will be paid to the initial settlement date.

Overall, $682,475,960 combined aggregate principal amount of notes have been accepted for purchase excluding notes delivered pursuant to the guaranteed delivery procedures.

The deadline to validly tender notes via guaranteed delivery is 5 p.m. ET on Nov. 19.

The initial settlement date is Nov. 19.

For guaranteed delivery, settlement is planned for Nov. 23.

Barclays (800 438-3242, 212 528-7581), BNP Paribas Securities Corp. (888 210-4358, 212 841-3059) and Wells Fargo Securities, LLC (866 309-6316, 704 410-4756) are the lead dealer managers.

ANZ Securities, Inc., nabSecurities, LLC and Standard Chartered Bank are working as co-dealer managers.

Ipreo LLC is the tender and information agent (888 593-9546, 212 849-3880, ipreo@tenderoffer@ihsmarkit.com).

AIG is a New York-based insurance provider.

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